Common use of Capitalization of the Target Clause in Contracts

Capitalization of the Target. The authorized capital stock of the Target consists of 9,000 shares of common stock, $0.001 par value (the “Target Common Stock”), of which 4,294 shares are issued and outstanding, 1,000 shares of undesignated Target Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.

Capitalization of the Target. The authorized capital stock of the Target consists of 9,000 50,000,000 shares of common stock, $0.001 no par value (the “Target Common Stock”), of which 4,294 1,159,000 shares are issued and outstanding, 1,000 shares outstanding as of undesignated Target Preferred Stock, none of which are issued and outstandingthe date hereof. All issued and outstanding shares of Target Common Stock are or will be duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholderspersons set forth on Schedule 3.2. There Except as set forth on Schedule 3.2, there are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target Target, and no Selling Stockholder stockholder of Target is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.

Capitalization of the Target. The authorized capital stock of the Target consists of 9,000 100,000,000 shares of common stock, $0.001 par value (the “Target Common Stock”), of which 4,294 58,539,998 shares are issued and outstanding, 1,000 shares of undesignated Target Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There Except as set forth on Schedule 3.2, there are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target Target, and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.

Capitalization of the Target. The authorized capital stock of the Target consists of 9,000 50,000,000 shares of common stock, $0.001 no par value (the “Target Common Stock”), of which 4,294 25,500,000 shares are issued and outstanding, 1,000 shares of undesignated Target Preferred Stock, none of which are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholderspersons set forth on Schedule 3.2. There Except as set forth on Schedule 3.2, there are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target Target, and no Selling Stockholder stockholder of Target is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.